Forward-Looking Statements - RESTITUIT Holdings SE

1. Definition of Forward-Looking Statements

Forward-looking statements are projections, expectations, or beliefs about future events, conditions, and performance. This website contains forward-looking statements regarding:

Capital-market objectives (planned listing on [Warsaw Stock Exchange / EU Regulated Market])
Portfolio integration timelines and corporate restructuring plans
Financial projections, pro forma figures, and revenue forecasts
Ukraine reconstruction initiatives and partnerships
Drone technology and industrial supply-chain partnerships
Business strategy, market opportunities, and competitive positioning
Expansion plans and geographic growth targets
Technology development and innovation objectives

Forward-looking statements are typically identified by use of words such as "planned," "intended," "expected," "anticipated," "estimated," "projected," "targets," "seeks," "may," "will," "should," "believes," "intends," or similar expressions.

2. Material Risks and Uncertainties

All forward-looking statements are subject to substantial risks, uncertainties, and assumptions that may cause actual results to differ materially from expectations. The following material risk factors should be carefully considered:

A. Capital-Market Transition Risks

Failure to complete necessary corporate restructuring or governance compliance
Inability to obtain regulatory approvals from FMA, ESMA, or stock exchanges
Unfavorable market conditions or investor appetite for Company securities
Inability to achieve required financial audit standards or solvency ratios
Delays in completing portfolio integrations or consolidation
Failure to achieve minimum capitalization or liquidity thresholds
Competitive dynamics with other capital-market entrants
Changes in securities regulations or listing requirements

B. Ukraine and Geopolitical Risks

Continuation, escalation, or protracted nature of military conflict
Humanitarian crises and displacement affecting project execution
Destruction of infrastructure or project sites
Changes in Ukrainian government policy or political instability
International sanctions or diplomatic isolation affecting partnerships
Currency fluctuations and capital controls in Ukraine
Difficulty enforcing contracts or recovering assets in conflict zones
Reputational risks from association with conflict-affected regions

C. Sanctions, Export Controls, and Regulatory Compliance Risks

Changes to OFAC, EU sanctions, UN, or Ukrainian sanctions regimes affecting operations
Unintentional violation of export-control laws regarding drone or dual-use technology
Failure to properly screen partners, customers, or suppliers against sanctions lists
Government export licenses being denied or revoked
Criminal or civil penalties, asset seizure, or debarment
Inability to operate in or with sanctioned jurisdictions
Evolving interpretations of sanctions and export-control regulations

D. Portfolio and Acquisition Integration Risks

Announced acquisitions or portfolio transactions failing to close or being substantially modified
Portfolio companies underperforming relative to pro forma or projected figures
Unexpected losses, impairments, or write-downs of portfolio company values
Cultural, operational, or strategic integration challenges
Loss of key personnel in portfolio companies
Unforeseen liabilities or legal disputes in acquired entities
Failure to realize anticipated synergies or cost savings
Customer loss or revenue decline post-acquisition

E. Operational and Business Risks

Inability to execute business strategy or achieve strategic objectives
Loss of key executives, board members, or technical personnel
Inability to secure adequate financing or capital for growth plans
Competitive pressures from larger, better-capitalized competitors
Rapid technological change or product obsolescence
Cybersecurity breaches, ransomware, or data theft
Supply-chain disruptions or supplier failures
Failure to obtain or maintain required licenses and permits

F. Financial and Valuation Risks

Pro forma and projected financial figures not being achieved or being materially inaccurate
Inability to achieve profitability or positive cash flow
Working-capital constraints or liquidity crises
Currency fluctuations affecting reported results
Changes in accounting standards or restatements of historical financials
Valuation of portfolio companies being materially lower than expected
Inability to exit investments at anticipated valuations

G. Regulatory, Legal, and Compliance Risks

Changes in EU corporate governance, financial reporting, or ESG requirements
Regulatory investigations or enforcement actions
Litigation from shareholders, creditors, employees, or third parties
Inability to comply with GDPR or data-protection requirements
Environmental remediation obligations or liabilities
Anti-corruption, bribery, or fraud investigations
Changes in tax laws affecting tax position or profitability

H. Market and Macroeconomic Risks

Global economic recession or downturn affecting demand and valuations
Rising interest rates increasing borrowing costs
Inflation or currency devaluation affecting cost structures
Credit market tightening or inability to refinance debt
Stock-market volatility affecting share valuations
Pandemics or disease outbreaks affecting operations
Climate change and environmental disasters

3. No Assurance of Achievement

The Company makes no representation, warranty, or assurance that any forward-looking statements will be achieved. Actual events and results may differ materially from those projected or anticipated due to:

Unforeseen circumstances and Black Swan events
Changes in business strategy or priorities
Inability to execute plans or achieve milestones
Third-party actions or market dynamics beyond Company control
Fundamental changes in business model or competitive environment

4. Financial Projections and Pro Forma Figures

The Company issues certain financial projections and pro forma figures on this website and in investor materials. Such figures are forward-looking and subject to:

Assumptions that may not materialize
Material changes from the date of publication
Substantial variations in final audited results
Impact of transactions that have not yet closed
Adjustments for accounting method changes or restatements

These projections are not guarantees and should not be relied upon as representations of future performance. Investors must conduct independent financial analysis and consult qualified advisors.

5. Portfolio Company Disclaimers in Forward-Looking Context

Information about portfolio company valuations, market positions, and strategic contributions contains forward-looking elements. Actual results may differ due to:

Portfolio company underperformance or strategic repositioning
Impairment or write-down of valuations
Inability to realize portfolio company growth potential
Changes in portfolio company management or ownership
Regulatory or compliance challenges affecting portfolio companies

6. Planned Ukraine Reconstruction Initiatives

The Company has announced plans for reconstruction partnerships, technology transfers, and supply-chain development in Ukraine. These plans are subject to substantial risks and uncertainties including:

Continuation of military conflict making execution impossible or unsafe
Changes in Ukrainian government priorities or reconstruction timeline
Sanctions restrictions or limitations on technology transfer
Partner reliability and ability to execute in conflict-affected regions
Regulatory approval delays or political complications
Currency, financing, or capital-availability constraints

No timeline, success metrics, or completion dates are guaranteed for any Ukraine-related initiatives.

7. Drone Technology and Manufacturing Plans

Any forward-looking statements regarding drone manufacturing, technology partnerships, or defense-sector initiatives are subject to:

Export-control licensing challenges or denials
Lengthy government approval processes
End-use verification and sanctions-compliance barriers
Technology transfer restrictions or regulatory prohibitions
Partner validation and due-diligence complications
International treaty obligations and dual-use restrictions

Such projects may be substantially delayed, modified, or abandoned based on regulatory constraints.

8. Shareholder Communications and Regulatory Filings

Upon transition to a publicly-listed entity, the Company will be subject to securities laws requiring more comprehensive disclosure of risks and uncertainties associated with forward-looking statements.

For any future securities offerings, prospectuses, or regulatory filings, all forward-looking statements will be accompanied by comprehensive risk-factor disclosures and safe-harbor statements in accordance with applicable securities laws.

9. Information Updates and Changes

The Company updates information on this website periodically. However, forward-looking statements and projections may become outdated as circumstances change. The Company does not undertake any obligation to publicly update or revise forward-looking statements except as required by law.

Users should assume that statements are based on information available at the time of publication and may no longer be accurate or applicable.

10. Investor Responsibility for Due Diligence

Prospective investors are solely responsible for:

Independent analysis and verification of forward-looking statements
Understanding and assessing risks identified in this statement
Evaluating the likelihood and impact of risk factors
Consulting qualified financial, legal, and tax advisors
Determining suitability of any investment to their risk profile and objectives
Accepting the possibility of total loss of capital

11. Limitation of Liability

To the maximum extent permitted by law:

The Company shall not be liable for any reliance on forward-looking statements
The Company shall not be liable for losses, damages, or consequential harm arising from inaccuracy or non-achievement of forward-looking statements
All forward-looking statements are provided "as is" without warranty or representation

12. Contact for Forward-Looking Statement Questions

For questions about forward-looking statements or risk factors:

RESTITUIT Holdings SE
Investor Relations & Risk Management
Email: investors@restituit.com
Phone: +43 670 1939474